Gulliver washes ashore on Lilliput and attempts to prevent war between that tiny kingdom and its equally-miniscule rival, Blefiscu, as well as smooth the way for the romance between the Princess and Prince of the opposing lands. In this he is alternately aided and hampered by the Lilliputian town...
The old lady who lives in a shoe has a bit of trouble with her gaggle of children. They won't eat their porridge, won't brush their teeth or comb their hair. As soon as their mother's in bed, they launch a wild party, playing musical instruments and doing a swinging rendition of Smiley Burnette's...
After drawing Betty Boop, Max Fleischer (live-action) leaves the studio; Betty and Koko try amateur dentistry, releasing enough laughing gas to convulse the 'real world.'
Olive runs some kind of boarding school. She serves her charges a huge bowl of spinach, but they are less than enthusiastic about it. Popeye comes by and demonstrates the values of spinach: he feeds some to a tree, which grows huge and sprouts a variety of fruit; he feeds a hen, which lays a dozen...
Popeye and Bluto each wants to save Olive as she sleepwalks onto a construction site. But most of their efforts go into preventing each other from being the hero.
Popeye's ensemble is rehearsing the opening of the Poet and Peasant Overture (with interpolations of the Popeye theme and "I've Been Working on the Railroad"). Maestro Bluto drops in from next door to conduct and play violin and show Popeye up. Popeye plays horribly until he unlocks the previously...
A collection of animals goes to school; their teacher, a goose, asks them several questions, during which time an ape, sitting behind an elephant, keeps tormenting the elephant. The teacher leaves the room, putting a turtle in charge. While she's gone, things go fine for a while, but the ape starts...
Betty, while reading a book of Mother Goose stories, wishes she could visit such a wonderful place. Betty's wish is granted when Mother Goose appears, and gives her a tour of Mother Goose Land. Betty has a wonderful time until Little Miss Muffet's spider chases her, with lecherous ends in mind. All...
Popeye has replaced Bluto in the Spinach Theatre's production of Romeo and Juliet (Olive, of course), much to Bluto's surprise and dismay. Bluto does what he can to sabotage the production, like cranking up the snow and wind machines, and eventually coming onstage, even though Olive wants no part...
Popeye is running a women's gymnasium next door to Bluto's cabaret. Seeing Popeye's greater success with women, Bluto dresses in drag and challenges Popeye to various feats of strength.
Popeye takes Olive to a stage show of a hypnotist (Bluto), who also levitates objects. While he's doing this, Popeye makes him lose his concentration, so in retaliation, the hypnotist pulls Olive on stage and turns her into a chicken. Popeye comes down to fight and the hypnotist tries to turn him...
Wimpy is working for Bluto in his diner and trying to filch all the food he can eat. Popeye comes in and orders roast duck, but Wimpy grabs the drumsticks, then coats it with pepper sauce. Popeye walks out in anger and Bluto comes after him. Wimpy takes advantage of the resulting battle to load up...
Popeye and Olive are taking a ferry run by Bluto. When they find out the fare, they decide, with Wimpy, to build a bridge. Bluto does what he can to sabotage this plan - until spinach time, of course.
Betty falls asleep doing a jigsaw puzzle and finds herself through the looking glass into a modern, urban wonderland. The shrinking potion comes from a "Shrinkola" dispenser. When most of the characters assemble, Betty sings "How Do You Do" to them. But the jabberwock steals Betty away.
Max Fleischer draws Koko and a haunted house, while his colleague and the janitor mess around with a Ouija board. When Max goes over to take a look, Koko is haunted by ghosts and inanimate objects, and escapes into the real-world studio.
Popeye skates over to Olive's house to give her a Christmas present: ice skates of her own. While he's teaching her, Bluto skates up and gets fresh; of course, Popeye fights him. When Olive rejects Bluto again, he sends her careening on an ice floe towards a waterfall.
